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Terms of Service

Last Updated: November 1, 2023

Please review these terms and conditions carefully.

These Terms of Service (“Terms”) form a legally binding agreement between R&D Co-op, Inc. (“R&D”, “we”, “us”, and/or “our”) and you. R&D provides a proprietary, invite-only platform for partnership and product placement opportunities where artists and brands connect through our owned and operated website, currently available at rad.inc. (the “Site”) and our related content, features, platforms, and other services (collectively, such services, including without limitation any new features and applications and the Site, the “Services”) subject to these Terms.

When we talk about “Talent”, we mean musical Talent, athletes, actors, performers, influencers, comedians, and other talent and/or entertainers. When we talk about “Organizations”, we mean networks, studios, publishers, brands, media companies, marketing/advertising agencies, and similar entities and their authorized representatives. Our Services may also be used by related persons working with and on behalf of a Talent (e.g., managers, social media managers, publicists, agents, and brand managers) or an Organization (e.g., representatives from marketing/advertising agencies, public relations agencies, and social media agencies). Collectively, we refer to these individuals as “Related Persons.” For purposes of these Terms, “you” refers to any individual interacting with our Services, including Talent, Organizations, and Related Persons.

BY VISITING OUR SITE OR USING OR ACCESSING OUR SERVICES IN ANY MANNER, YOU ACCEPT (WHETHER ON BEHALF OF YOURSELF OR ANY LEGAL ENTITY OR INDIVIDUAL YOU REPRESENT) THESE TERMS AS A BINDING CONTRACT AND CONFIRM THE FOLLOWING: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU ARE OF LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE TO FORM A BINDING CONTRACT WITH US; AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY ENTITY OR INDIVIDUAL (INCLUDING ANY MINOR) ON WHOSE BEHALF YOU ARE ACTING. If you are unwilling or unable to be bound by these terms, you may not use the Services.

If you are a minor where you reside but you are at least thirteen (13) years of age, you may use our Services, but you must have your parent’s or legal guardian’s permission (and supervision) and you must get your parent or legal guardian to read these Terms and agree to them for you. If you are acting on behalf of a legal entity owned, directly or indirectly by an individual who is not at least 18 years old, you must obtain the consent of the board or an authorized officer of that legal entity to enter into these terms and use the Services. If you are a parent, legal guardian, board, or authorized officer and you provide your consent to the use of our Services, then you agree to be bound by these Terms with respect to all use of the Services by such minor and any Related Persons.

R&D and you are hereinafter referred to from time to time, individually as “Party” and collectively as “Parties.”

1. Accessing the Services

1.1 General For Organizations to access most portions of our Services or to use certain features, they (or any Related Person authorized to enter into binding agreements on their behalf) must enter into an Order Form or other similar agreement executed by an authorized representative of the Organization that, combined with these Terms, governs their use of the Services (“Agreement”). Notwithstanding anything to the contrary, in the event any agreement you or the individual or legal entity you represent may have with R&D regarding the Service conflicts with these Terms, that agreement (and not these Terms) will prevail with regard to the subject matter of that Agreement; otherwise, these Terms will prevail. For Talent to access most portions of our Services or to use certain features, they (or any Related Person authorized to enter into binding agreements on their behalf), must agree to and adhere to these Terms which represent the entire understanding between us and the Talent.

1.2 Accounts. As part of the registration process, you will identify a username and password for your account and will have the option to add banking or other payment details to facilitate making and receiving payments via the Services. It is a condition of your use of the Services that the information you provide about yourself is accurate, current, and complete and that you maintain and promptly update such information to keep it accurate, current, and complete. We reserve the right, in our sole discretion, to refuse, suspend, or terminate your access to the Services upon discovery (or reasonable suspicion) that any information you have provided via the Services is not accurate, current, or complete, or otherwise violates these Terms.

1.3 Authority to Act. For the avoidance of doubt, if you are a Related Person, accessing or using the Services on behalf of another individual or entity, then you represent and warrant that you are an authorized representative of that individual or entity and that you have obtained permission to access and use the Services on that individual or entity’s behalf. We may require you to provide additional information or documentation demonstrating your authority.

1.4 Publicity.By creating an account on the Services, you hereby agree (on behalf of yourself and any individual or legal entity you represent) that R&D may disclose your name and participation on the Services in non-public-facing investment and membership discussions.

1.5 Use. Except as otherwise required by applicable law, you are responsible for all activity that occurs via your account, whether or not authorized by you. It is your responsibility to maintain the confidentiality of your account and the information in your account. You may never use another person’s account and you may not provide another person with the credentials used to access your account. You must notify us immediately of any unauthorized use (or suspicion of unauthorized use) of your account credentials or your account, or any other breach of security related to your use of the Services. We will not be responsible for any liabilities, losses, or damages arising from or related to any unauthorized use of your account, regardless of whether you have notified us of such unauthorized use.

1.6. Additional Terms and Policies. Any personal information collected by R&D in connection with your use of the Services will be governed by R&D’s Privacy Policy available here: rad.inc/privacy. The R&D Privacy Policy forms an integral part of these Terms. By accessing or using the Services in any manner, you consent to our Privacy Policy and you agree that R&D may collect and use personal information from and about you in accordance with such policy. You also agree to abide by any other community guidelines or rules of conduct we may issue or otherwise make available from time-to-time which, to the extent indicated as being mandatory in such policy, are hereby incorporated by reference and form an integral party of these Terms (collectively with the R&D Privacy Policy, “Company Policies”).

1.7 Acceptable Use. You may use our Services only for lawful purposes and in accordance with these Terms. You agree that you will not, and will not assist, encourage, or enable others to use our Services as follows:

  • For any commercial purpose, except as expressly permitted under these Terms (including commercializing or otherwise using content uploaded by other users of the Services (“Members”) unless you have first entered into a mutually agreed contract with the Member relating to that use).
  • For competitive analysis or to build competitive products.
  • To violate any applicable national, regional, federal, state, local, or international law or regulation.
  • To create, send, knowingly receive, display, transmit, upload, download, use or re-use any material which (i) is or contains any material which is, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) infringes any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person; (iii) violates or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations; or (iv) is likely to deceive or confuse any person.
  • In violation of these Terms or any Company Policies.
  • To reverse engineer any portion of the Services.
  • To modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by R&D.
  • To remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
  • To record, process, harvest, collect, or mine information about other Members.
  • To access, retrieve, or index any portion of the Services for the purposes of constructing or populating a searchable database.
  • To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
  • To use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature.
  • To use the Services to violate the security of any computer network, crack passwords, or security encryption codes.
  • To remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
  • To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
  • To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • To otherwise attempt to interfere with the proper working of the Services.

1.8 Suspension or Termination of Access. If we determine (or reasonably believe) that you have breached the acceptable use terms set out in Section 1.7 above or you (i) are using our Services for any unlawful or deceptive purpose; (ii) pose a threat to us or our other Members; or (iii) are violating the intellectual property rights of R&D or any third party, we reserve the right to suspend or permanently bar you from accessing our Services. We may further notify relevant third parties, including law enforcement as applicable. Unauthorized or other misuse of the Services may result in criminal and/or civil prosecution under federal, state, and local law or applicable regulations. If you become aware of misuse of our Services, please contact us at[email protected]

2. Projects

2.1 General ISubject to these Terms and applicable law, Talent and Organizations may use the Services to explore business opportunities of mutual interest including partnerships, product placement opportunities, and other creative endeavors (“Projects”).

2.2 Risks You understand and agree that Projects may carry substantial risks, including the following:

  • Project descriptions may be inaccurate or incomplete, including descriptions of a Project’s key terms, viability, and present or future marketability.
  • Eligibility criteria and selection decisions are set and made at the sole and absolute discretion of the Member soliciting or proposing the Project.
  • Projects offered via the Services may be cancelled, suspended, or modified by the Member soliciting or proposing the Project prior to consummation of a definitive agreement.
  • Although R&D provides online tools and materials to assist you with the preparation, execution, and management of legal documents to govern Projects, the document templates and other materials available through the Services are not legal advice and are not guaranteed to be correct, complete, up-to-date, or appropriate for your needs. We are under no obligation to review any definitive agreement you enter into via the Services or any information you input for accuracy or legal sufficiency. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT, TERMS, PAYMENT OBLIGATIONS, TIMING, SCHEDULE, ALLOCATION OF RISK, AND ALL OTHER ASPECTS OF ANY PROJECT YOU INITIATE, NEGOTIATE, IMPLEMENT, OR OTHERWISE CONTEMPLATE ON OR OFF THE SERVICES. INSOFAR AS YOU CHOOSE TO USE ANY DOCUMENT TEMPLATES OR OTHER MATERIALS R&D MAKES AVAILABLE VIA THE SERVICES, YOU ARE RESPONSIBLE FOR TAKING THE TIME AND ASSISTANCE NEEDED TO UNDERSTAND THE CONSEQUENCES OF USING SUCH TEMPLATES OR MATERIALS, INCLUDING, IF NECESSARY, CONSULTING WITH YOUR OWN ATTORNEY. R&D shall not be liable for any damages that you suffer as a result of your transactions or other interactions with other Members in connection with a Project.
  • R&D does not guarantee the ability to reverse any payments or transactions associated with Projects, including accidental or fraudulent transactions.
  • R&D does not guarantee that any individual Member, and in particular Related Persons, has the authority to transact with regard to any individual Project.
  • Although R&D may present you with notifications, emails, text messages, or other suggested actions to facilitate your communications with regard to Projects, those notifications or suggested actions, or lack thereof, are not intended to replace the communications that Talent and Organizations would ordinarily have in the course of negotiating a business opportunity, and you accept that any reliance on these communications or notifications will be at your own risk.
  • NOTHING ON THE R&D SITE OR THE SERVICES CONSTITUTES OR IS MEANT TO CONSTITUE LEGAL, FINANCIAL, BUSINESS, OR OTHER PROFESSIONAL ADVICE OF ANY KIND. R&D makes no representations about the accuracy, completeness, legality, viability, or success of any actual or proposed Project. At no time is an attorney-client relationship or any other special relationship created between you and R&D or any person associated with R&D, and any information you provide us is not protected by attorney-client privilege or as work product.

3. Intellectual Property Rights

3.1 Services IP. Intellectual property rights, titles, and interests in and to all text; images; graphics; logos; button icons; photographs; video and audio files; source code, object code, user interfaces, and other data associated with the Site and any other portion of the Services; and the selection, arrangement, structure, coordination, and “look and feel thereof”; as well as the R&D name and logo (the “Services IP”) belong to R&D or its affiliates or licensors. Unless otherwise expressly authorized herein or by R&D in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload the Services IP or any portion thereof.

3.2 License to Services IP. Subject to your compliance with these Terms, R&D grants to you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Services solely for your internal, non-commercial business purposes (e.g., for the purposes of finding and negotiating partnership and product placement opportunities). Any rights not expressly granted herein are reserved by R&D and its affiliates and licensors.

3.3 Your Content. As between you and R&D, you shall own all intellectual property rights, titles, and interests in and to all content or other materials you upload to the Services or share with other Members, including but not limited to all audio, videos, photographs, music, text, graphics, illustrations, logos, trademarks, service marks, and other content (“Your Content”). R&D does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

3.4 License to Your Content. If you choose to upload or otherwise share Your Content via the Services, you hereby grant R&D a limited, non-exclusive, transferable, fully paid, royalty-free, worldwide license to use, copy, reproduce, republish, post, transmit, display, publish, publicly perform, translate, distribute, modify, remove, and create derivative works from and otherwise use Your Content solely in connection with the operation of the Services and related offerings. You further grant R&D the same license to use your display name, any photographs you submit, and any other account profile information to attribute Your Content to you in connection with such uses, without further notification or approval by you. You agree that this license includes the right for other Members of R&D’s Services to access Your Content as permitted through the functionality of the Services. You waive in favor of R&D and its successors and assigns all moral rights you may have in Your Content. The licenses granted herein are granted separately with respect to each item of Your Content that you upload or otherwise share via the Services. Licenses to audio, videos, photographs, music, text, graphics, illustrations, logos, trademarks, service marks within your account terminate automatically when you remove such items from your account.

3.5 Representations and Warranties. You hereby represent and warrant that you are the owner of, or otherwise have all necessary rights in and to Your Content you submit via the Services and that such content when displayed or otherwise used by us (i) will not infringe any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information; (ii) does not contain any material that is false, intentionally misleading or defamatory, (iii) does not contain any material that is unlawful or does not otherwise violate any law or regulation; and (iv) does not violate these Terms or any Company Policies.

3.6 Content Removal. You must not upload, distribute, send, transmit, display, perform, make available, or otherwise communicate to the public any content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Services) may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Services and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
You hereby acknowledge and agree that R&D does not regularly, and does not undertake or assume any duty to, monitor the content submitted by its Members. However, if Your Content violates these Terms or any Company Policies, or we consider Your Content to be objectionable for any reason, we reserve the right, in our sole discretion, to (i) remove or disable access to any of Your Content; (ii) suspend or terminate your account, your access to any interactive features of our Services, or your access to all or part of the Services at any time; and (ii) pursue any remedy or relief available under equity or law; in each case, with or without notice. R&D will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with Your Content.
You hereby acknowledge and agree that R&D (i) stores Your Content and other information at the direction, request, and with the authorization of its Members, (ii) acts merely as a passive conduit and/or host for the uploading, storage, and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the content. You are solely responsible for all of Your Content that you upload, post, or distribute to, on or through the Services, and to the extent permitted by law, R&D excludes all liability with respect to all content (including Your Content) and the activities of its Members with respect thereto.

3.7 Other Members IP. Any content other than the Services IP and Your Content, is the property of the relevant Member who shared that content, and is or may be subject to copyright, trademark rights, or other intellectual property or proprietary rights. Such content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, re-published, displayed, sold, licensed, or made available, or otherwise communicated to the public or exploited for any purposes except via the features of the Services and within the parameters set by the Member on the Services or with the express written consent of the Member.

3.8 Complaints and Copyright Takedown Requests. . If you believe your intellectual property is being violated via our Services, please submit a complaint and request for takedown of specific material to [email protected]. Be sure to provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Site and the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying R&D that your copyrighted material has been infringed. The preceding requirements are intended to comply with R&D’s rights and obligations under the Digital Millennium Copyright Act (DMCA), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under applicable laws. R&D reserves the right to limit access to the Site or any other portion of the Services for any Members who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Furthermore, if you discover any content that you believe to be in violation of your trademark rights, please report this to us by email at [email protected]. In all other cases, if you discover content that infringes of violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist, or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam, or otherwise violates these Terms, Company Policies, or applicable law, please report this to [email protected].

3.9 Feedback. You hereby assign to R&D all right, title, and interest in and to all suggestions, ideas, enhancement requests, feedback, recommendations, comments, or other information provided by you in connection with the Services (“Feedback”). For the avoidance of doubt, R&D shall have the full, unencumbered right to use, incorporate, and otherwise fully exercise and exploit such Feedback for any purpose commercial or otherwise, without notice, acknowledgement, or compensation to you.

3.10 Marks. All names, logos, taglines, product and service names, designs, and slogans that appear on or in association with the Services (the “Marks”) are trademarks of R&D or its affiliates or licensors. You may not use the Marks without our prior written consent. All other names, brands, and marks that may appear in association with the Services remain the property of their respective owners and appear for identification purposes only.

4. Modifications

4.1 Changes to Terms. To the extent allowed by law, we reserve the right, in our sole discretion, to modify these Terms or our Company Policies at any time. You should review these Terms and our Company Policies regularly. If we make material changes, we will provide you with additional notice, such as posting a statement on our Site or sending you an email notification. Your continued use of the Services on or after such changes take effect constitutes acceptance of those changes, to the extent permitted by law. We will not have any liability to you for any of the forgoing actions. If you object to any such changes, your sole recourse is to stop using our Site and Services.

4.2 Changes to Services. We reserve the right to modify or discontinue the Services (or any part thereof) at any time. This includes the right to add or remove features or functionality or cease to support any individual component of the Services in our sole discretion. You agree that we will not have any liability to you for the foregoing actions. If we change the Services in a manner that materially reduces functionality or may materially impair an existing relationship between Members on the Services, we will provide an email notification to you no less than thirty (30) days prior to the effective date of the change. If you object to any such changes, your sole recourse is to stop using the Services. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes.

5. Termination

Upon termination for any reason, all rights granted to you under these Terms will also terminate, and you must cease use of the Services. Termination shall not limit our rights or remedies at law or in equity.

6. Links to Other Websites and Third-Party Content

We may provide links to third-party websites, services, and applications that are not operated or controlled by R&D (“Third-Party Services”). These Terms do not apply to the practices of those third parties. The fact that we link to a website, service, or application is not an endorsement, authorization, or representation of our affiliation with that third party. We encourage you to review the terms of use and privacy policies of any Third-Party Service before using such service or providing any personal information to or through them. You should be aware that the data, content, and resources presented to you through such Third-Party Services may be protected by intellectual property rights which are owned by the third-party providers (or by their affiliates or licensors). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on the data content, or resources you may access through Third-Party Services unless you have been specifically given permission to do so by the relevant owners.

7. Consent to Receive Communications in Electronic Form

For all notices and communications relating to these Terms, you (i) consent to receive communications from us in electronic form via any email you may provide; and (ii) agree that these Terms (including all updates thereto), agreements, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.
We may also use any email address you provide to send you other messages, including to (i) respond to your requests, inquiries, comments, and suggestions; and (ii) to communicate with you about products, services, offers, promotions, and events we offer and provide news and information we think will be of interest to you. You can opt out of receiving our promotional communications at any time by following the instructions included in those communications or by contacting us at [email protected].

8. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING WITHOUT LIMITATION, ALL SERVICES IP MADE AVAILABLE VIA THE SITES OR OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND R&D HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF SECURITY, OF ACCESSIBILITY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY R&D OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

9. Limitation of Liability

To The Extent Not Prohibited By Law, In No Event Shall R&D Be Liable For Personal Injury, Emotional Distress, Property Damage, Or Any Incidental, Special, Indirect, Or Consequential Damages Whatsoever, Including, Without Limitation, Damages For Loss Of Profits, Loss Of Data, Business Interruption, Or Any Other Commercial Damages Or Losses, Arising Out Of Or Related To Your Use Of Or Inability To Use The Services However Caused, Regardless Of The Theory Of Liability (Contract, Tort, Or Otherwise) And Even If R&D Has Been Advised Of The Possibility Of Such Losses Or Damage, Or If Such Loss Or Damage Was Foreseeable. R&D Assumes No Responsibility Or Liability Whatsoever Arising Out Of Or In Connection With Any Third-Party Website, Product, Services, Or Content Integrated In, Linked To, Or Otherwise Accessible Through The Services. In No Event Shall R&D’s Total Liability To You For All Damages (Other Than As May Be Required By Applicable Law In Cases Involving Personal Injury) Exceed The Amount Of Fifty Dollars ($50.00). The Foregoing Limitations Will Apply Even If The Above Stated Remedy Fails Of Its Essential Purpose.

10. Indemnification and Release

You hereby agree to defend, indemnify, and hold R&D and its officers, directors, employees, agents and affiliates harmless from and against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees), arising from or in connection with the following: (i) your violation of applicable law(s) and/or regulations; (ii) your use of the Services or any part thereof, including uses in connection with Third-Party Services, or any Project which violate the rights of any third party; and (iii) any violation or alleged violation of these Terms by you.

YOU HEREBY AGREE TO ASSUME THE RISK AND FULL RESPONSIBILITY FOR ANY AND ALL LOSSES OR DAMAGES RELATED TO ANY PROJECT INCLUDING ANY COMMERCIAL OR MONETARY LOSS OR DAMAGE SUFFERED, ANY DETRIMENTAL IMPACT TO YOUR REPUTATION, BRAND, OR ASSOCIATED GOODWILL IN RELATION TO YOUR CONTENT WHICH YOU PROVIDED TO THE SERVICES, YOUR USE OF THE SERVICES, AND ANY PROJECT(S).

With respect to any releases set forth herein, if you are a California resident, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLIAMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

11. Export

You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services was obtained. In particular, but without limitation, the Services may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. TreasuryDepartment's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

12. Dispute Resolution

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against R&D on an individual basis in arbitration, rather than in court, as set forth in these Sections 12 - 14. More specifically, in the event of any material conflict under these Terms, the Parties agree that, as a first step, within thirty (30) days of the dispute, authorized representatives from each Party shall try to resolve the issue in good faith via one or several phone calls or another mutually agreed upon manner. In the event such efforts are unsuccessful, the Parties agree to arbitrate any such dispute, claim, or demand, including all claims regarding arbitrability, in accordance with the Commercial Arbitration Rules and Expedited Procedures of the American Arbitration Association (“AAA”) (Rules E-1–E-10), regardless of the amount in controversy. Such arbitration will take place in Los Angeles, California, although either party may elect to participate telephonically or entirely upon submissions. Nothing in these Terms shall be deemed as preventing R&D from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of R&D’s data security, intellectual property, or other proprietary rights.

13. Choice of Law

These Terms are governed by the FAA, AAA Rules, federal arbitration law, and the laws of the State of California, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in this Agreement. This choice of law provision applies only to the interpretation of these Terms and is not intended to create any other substantive right to non-Californians to assert claims under California law or bring claims in California courts whether that be by statute, common law, or otherwise. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law.

14. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS YOU AND R&D AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND R&D ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

15. Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, the parties agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in Los Angeles, California.

16. Severability

If any provision of these Terms is found to be illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

17. Limitation of Time to File Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION, CLAIM OR ARBITRABLE DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. Assignment

We may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms or the Company Policies without our prior written consent and any unauthorized assignment and delegation by you shall be void.

19. Entire Agreement

These Terms, together with the Company Policies, any confidentiality agreements between you (or the individual or entity you represent) and R&D, and any Membership Agreement or other applicable agreement between you (or the individual or entity you represent) and R&D governing your use of the Services, constitutes the entire agreement between you and R&D with respect to the Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.

20. Modification/Revision

These Terms are subject to modification or revision at any time by R&D in its sole discretion. Any modifications will be posted on the website and/or communicated by email or via other reasonable means. Your continued use of the Services after posting of such modifications will constitute your acceptance of the modifications or revisions. We will not have any liability to you for any of the forgoing actions. If you object to any such changes, your sole recourse is to stop using the Services. The date of the last revision is listed at the top of these Terms.

20. Contact Us

If you have comments or questions or would like to report violations of these Terms, please contact us at [email protected]